Item 1.01 Entry into a Material Definitive Agreement.

On January 13, 2021, Provention Bio, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with SVB Leerink LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters (the "Underwriters"), relating to a public offering (the "Offering") of 6,250,000 shares (the "Firm Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock"), at a price to the public of $16.00 per share. In addition, the Company granted the Underwriters an option to purchase up to an additional 937,500 shares (the "Optional Shares" and together with the Firm Shares, the "Shares") of Common Stock at the same price per share as the Firm Shares. Subject to customary closing conditions, the closing of the Offering is expected to take place on January 19, 2021.

The Offering is being made only by means of a prospectus supplement and accompanying prospectus. An automatic shelf registration statement (including a prospectus) was filed with the Securities and Exchange Commission ("SEC") on January 12, 2021, and became effective upon filing (Registration No. 333-252045) (the "Registration Statement"). A prospectus supplement relating to the Offering was filed with the SEC on January 15, 2021.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.




Item 8.01 Other Events.

An opinion, dated January 15, 2021, regarding the legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K. Certain information relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of the Registration Statement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.                               Description

1.1             Underwriting Agreement, dated January 13, 2021, among Provention
              Bio, Inc. and SVB Leerink LLC and Cantor Fitzgerald & Co., as
              representatives of the several underwriters.
5.1             Opinion of Ropes & Gray LLP.
23.1            Consent of Ropes & Gray LLP (included in Exhibit 5.1 above)
99.1            Information relating to Part II, Item 14 "Other Expenses of
              Issuance and Distribution" of the Registration Statement

© Edgar Online, source Glimpses